(as approved at CHNCA Annual Meeting on 18 May 2016)
Article 1 Name
1.1 The name of this organization shall be the Chapel Hill North Community Association.
2.1 “Association” means the Chapel Hill North Community Association.
2.2 “Chapel Hill North Community” means the area for which the Association is constituted, as set out herein.
Article 3 Objectives of the Association
3.1 The objectives of the Association are to improve the quality of life in the community and advance the cultural, social, and recreational interests of its residents in cooperation with the City of Ottawa and other east-end associations.
Article 4 Association Values
4.1 The core values of the association are the following:
Open access by community members to the Association
Timely action by the Association
Cooperation with all
5.1 The Chapel Hill North Community is that part of the city of Ottawa that falls within the following boundaries: St Joseph Blvd (on the North side), Boyer Road (on the East side), Innes Road (on the South side) and the National Capital Commission (NCC) Greenbelt (on the West side).
6.1 The Association shall be composed of ordinary members and associate members designated as follows.
6.2 Ordinary Members
6.2.1 Every adult (18 years and over) resident in the Chapel Hill North Community and registered with the Association shall automatically be a member of the Association. Every ordinary member shall be entitled to one vote at any members’ meeting.
6.3 Associate Members
6.3.1 Every adult (18 years and over) who is a non-resident of the Chapel Hill North Community and who is registered with the Association shall become an associate member of the Association. Associate members shall enjoy all the rights and privileges of membership in the Association but are not entitled to vote at members’ meetings.
6.4 Termination of Membership
6.4.1 Any member shall cease to be a member of the Association upon request or upon unanimous decision of the Board of Directors.
6.4.2 Any ordinary member shall cease to be an ordinary member of the Association when they no longer reside in the Chapel Hill North Community.
Article 7 Membership Fees
7.1 There is no membership fee for this Association. A membership fee for one or more membership categories may be instituted by a majority vote of the Board of Directors at the Annual meeting.
7.2 In the event that a proposal to create a membership fee is put forward, the Board of Directors shall post a public notice of intent at least 30 days prior to the Annual meeting. The fee changes, if accepted by a majority vote of the Board of Directors, shall be effective on 1 January of the following year.
Article 8 Members’ Meetings
8.1 The Annual or any other general meeting of the members shall be held at a time and place to be decided by the Board of Directors. The time and place shall be announced to the membership via email or public posting (which may include a published notice) as early as possible and at least 30 days prior to the meeting.
8.2 At every Annual meeting, in addition to any other business that may be transacted, the report of the directors, and the financial statement. The members may consider and transact any business at any meeting of the members.
8.3 The Board of Directors or the president or vice-president shall have the power to call, at any time, a general meeting of the members of the association. The Board of Directors shall call a special general meeting of members when petitioned to do so by more than 5% of the ordinary members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.
8.4 Each voting member present at a meeting shall have the right to exercise one vote.
8.5 A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Bylaws.
8.6 No error or omission in giving notice of any Annual or general meeting of the members of the corporation shall invalidate such meeting or make void any proceedings taken at such meeting. Any member may at any time waive notice of any such meeting and may ratify, approve or confirm any or all proceedings taken at any such meeting.
Article 9 Board of Directors
9.1 The property and business of the Association shall be managed by a Board of Directors, comprised of a minimum of four directors. The numbers, titles and roles of directors shall be determined from time to time by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of more than half of the members present at a meeting duly called for the purpose of determining the numbers, titles and roles of directors to be elected to the Board of Directors.
9.2 Directors must be individuals, of at least 18 years of age, with power under law to contract. Directors must be members of the Association.
9.3 The Board of Directors shall consist of:
(a) the President, Vice-President, Secretary, and Treasurer;
and may consist of: (b) one or more directors with responsibilities for areas such as: Communications, Fun, Membership, Publicity, Civic Affairs, Environment, Sports, Recreation and Parks Board, Education, Culture, Community Groups Liaison, Children’s Activities, Youth Activities, Seniors’ Services, Business Community, or other areas as identified by the Board.
9.4 The Past President shall participate if s/he desires and shall be permitted to vote at the Annual meeting.
9.5 The members at an Annual meeting of members shall elect directors for a term of one year.
9.6 The office of director shall be automatically vacated:
(a) if at a general meeting of members, a resolution is passed by a majority of the members present at the meeting that he or she be removed from office;
(b) if a director resigns office by delivering a written resignation to the Secretary of the Association;
(c) if the director is found by a court to be of unsound mind;
(d) on the death of the director;
provided that if any vacancy shall occur for any reason as outlined above, the Board of Directors by majority vote, may fill the vacancy with a member of the Association.
9.7 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred in the performance of his or her duties. Nothing contained in these bylaws shall be construed to preclude any director from serving the Association as an officer or in any other capacity and receiving compensation for such service.
9.8 A retiring director shall remain in office until the dissolution or adjournment of the meeting at which the director’s retirement is accepted and a successor is elected.
9.9 No person elected to a political position or working in a politically appointed position shall be a member of the Board of Directors of the Association.
Article 10 Powers and Duties of Directors
10.1 The directors of the Association shall be responsible for the administration of the affairs of the Association and may make or cause to be made for the Association, in its name, any kind of contract that the Association may lawfully enter into and, save as otherwise provided in these bylaws, generally may exercise all such other powers and do all such other acts and things as the Association is by this constitution and bylaws or otherwise authorized to exercise and do.
10.2 The board of directors shall make changes to this constitution and bylaws, as necessary, by a 2/3 majority vote of the Board. In such case, the Board shall file any such changes with the city of Ottawa;
10.3 In particular, but without restricting the generality of the foregoing the Board of Directors:
a) shall authorize those expenditures that further the objectives of the Association;
b) shall approve the budget for the ensuing calendar year;
c) shall approve the investment policy of the Association on the recommendation of the Treasurer;
d) shall designate, on the recommendation of the Treasurer, a bank or banks or similar institution offering normal banking services for the deposit of the funds of the Association;
e) shall receive committee reports and recommendations, and shall submit to the Association at any annual or other general meeting recommendations that it has approved affecting the administration, activities and policies of the Association;
f) shall create and dissolve Standing Committees and appoint a chairperson to each standing committee;
g) shall consider and may approve the programs, budgets or subcommittees of any Standing Committee and shall request, at regular intervals, progress reports from each of them;
h) shall fill vacancies unless otherwise stated in these bylaws;
i) shall elect honorary members;
j) shall name the signing officers of the Association and indicate limits to their authority.
10.4 The directors shall present a budget at the Annual meeting of the Association for its approval, setting out the proposed revenues and expenditures for the following calendar year.
10.5 The directors may authorize expenditures over and above the annual budget approved at the Annual meeting with a 2/3 majority vote at a Board meeting.
10.6 The directors shall ensure that the annual financial statements and the proposed budget are advertised to the community prior to the Annual meeting.
10.7 The directors shall see that all necessary books and records of the Association required by the bylaws or by any applicable statute or law are regularly and properly kept.
Article 11 Directors’ Meetings
11.1 Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours notice of such meeting shall be given to each director. A director may waive notice of or otherwise consent to a meeting. Each director is authorized to exercise one vote.
11.2 A majority of the directors present and voting at any meeting shall constitute a quorum for meetings of the Board of Directors.
11.3 The President of the Association shall act as Chair of the meetings of the Board of Directors. In the absence of the President, the Chair shall be the Vice-President and in the absence of both the President and Vice-President, those present shall select a Chair for the meeting.
Article 12 Officers
12.1 The officers of the Association shall be the President, the Vice-President, the Secretary and the Treasurer and any such other officers as the Board of Directors by bylaw may determine. Officers shall also be directors of the Association.
12.2 The President shall be the Chief Executive Officer of the Association. The President shall (a) ensure that regular elections are held in accordance with these bylaws (b) preside at all meetings and (c) issue the call for any members’ meeting and meetings of the Board of Directors. The President shall be an ex-officio member of all committees and shall ensure that these committees function effectively and shall cooperate with the committee chairperson toward that end. The President shall require the Chair of each committee to provide regular reports to the Board of Directors. If, for any reason, the office of the President becomes vacant, the Vice President shall succeed in office followed by the Secretary and then the Treasurer.
12.3 The Vice-President substitutes and succeeds for the President in case of the President’s absence or incapacity. The Vice-President shall, under the direction of the President, oversee the functioning of any committees as the President may designate.
12.4 The Secretary shall record the minutes of all meetings of the Board of Directors and members and shall maintain such records of the Association as are from time to time deemed necessary and shall carry out such other duties as are related thereto.
12.5 The Treasurer shall (a) maintain a record of all financial transactions of the Association (b) ensure all Association funds are deposited to an Association bank account or similar institution offering normal banking services as approved by the Board of Directors (c) ensure that two approved signing authorities are required on all withdrawals from Association accounts and shall ensure all monies paid out are on the authority of the Board of Directors and (d) prepare and submit a financial report to the Board of Directors periodically and report to the members at the Annual meeting (e) prepare and present a budget for the following year.
12.6 The resignation of an officer shall become effective upon written notice being received by the President or Secretary of the Association.
Article 13 Standing Committees
13.1 There shall be such Standing Committees as are necessary to organize and carry out certain activities of the Association. The Standing Committees shall be created and dissolved by order of the Board of Directors.
13.2 The Board of Directors shall appoint a chairperson for each Standing Committee for a term of one year. The appointment may be renewed for successive one-year terms at the discretion of the Board of Directors. The Chairperson can be removed from their position with the consent of two-thirds the majority of the members of the Board of Directors present and voting at any Board meeting.
13.3 The Chair of each Standing Committee shall be entitled to attend meetings of the Board of Directors but shall not be entitled to vote at such meetings.
13.4 Each Standing Committee shall contain as many standing committee members as are deemed necessary by the chairperson.
13.5 No person shall be eligible to be appointed chairperson on any standing committee unless he or she is a member of the Association.
13.6 No chairperson or member of a standing committee shall receive any compensation for any duties performed on behalf of the Association, although they shall be entitled to be reimbursed for any reasonable expense incurred in the performance of these duties.
13.7 The resignation of any chairperson shall become effective upon written notice being received by the President or Secretary of the Association.
Article 14 Nominations and Elections
14.1 Only ordinary members of the Association shall be eligible for nomination for a position on the Board of Directors.
14.2 When an election is required to be held for any of the positions on the Board of Directors the President shall appoint a member of the Association to be returning officer for the purpose of conducting said election, and the returning officer in turn may appoint such persons as is deemed necessary to assist them in carrying out this function.
14.3 An election for any position on the Board of Directors shall be by secret ballot, the form of which shall be at the discretion of the returning officer.
14.4 The following rules shall apply in determining the voting results at any election for positions on the Board of Directors:
(a) where there is only one candidate, that candidate shall be declared acclaimed before the commencement of voting;
(b) where there is more than one (1) candidate, the candidate receiving the largest number of votes shall be elected;
(c) where an equal number of votes are received by each of the leading candidates the election shall be declared a nullity and a new election shall be held as soon as practicable.
14.5 Where an election that is required to be held pursuant to those provisions cannot be held within the time limits prescribed the President shall appoint a time and place with all due dispatch.
14.6 The Board of Directors shall make such other rules as it deems necessary for the fair and proper conduct of the election in so far as they do not conflict with the requirements for the holding of an election as expressed herein.
Article 15 bylaws
15.1 The Board of Directors shall make such bylaws as it deems necessary for the administration of the Association in accordance with the objects of the Association as set out in this Constitution. All bylaws made by the Board are subject to ratification by an affirmative vote of at least two-thirds of the members of the Association present at the next Annual meeting following the passing of the bylaw by the Board of Directors.
15.2 The Board of Directors may from time to time amend and repeal any of the bylaws of the Association subject to the ratification by an affirmative vote of at least two-thirds of the members of the Association present at the next Annual meeting following the amendment or repeal of the bylaw by the Board of Directors.
15.3 The members of the Association may at any Annual meeting make bylaws concerning the administration and policies of the Association. Such bylaws shall be ratified or rejected by a two-thirds majority vote of the members of the Association in the attendance at such Annual meetings.
15.4 Notice of any proposed change to the bylaws must be given to the members by means of public notice at least 30 days prior to the Annual meeting at which the change is to be voted on.
Article 16 Candidates for Elective Office
16.1 The Association shall not endorse, or otherwise support, any candidate for elective office.
Article 17 Financial Year
17.1 Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall be April 1 to March 31.
Article 18 Parliamentary Procedures
18.1 In the absence of rules in these bylaws all meetings of the Board of Directors, any committee meetings and any members’ meetings shall be conducted in accordance with Robert’s Rules of Order.
Article 17 Winding Up
19.1 In the event of the dissolution or winding up of the Association, it is specially provided that all the assets remaining after the payment and satisfaction of the Association’s debts and liabilities shall be distributed to one or more organizations in Ottawa carrying on similar activities or having objects similar to one or more of the objects of the Association.